DEF 14A of Zevia PBC
Filed Apr 24, 2024 · FY20230000950170-24-047733
Proposal 1: Election of Directors
Proposal 1: Election of Directors We have adopted a majority voting standard for director elections. Each nominee for election as a director in an “uncontested election” (as is the case for the Annual Meeting), as described in our amended and restated bylaws (the “Bylaws”), will be elected as a director at the Annual Meeting if the number of votes cast for the nominee's election exceeds the number of votes cast against the nominee's election. Abstentions and broker non-votes, if any, will not be counted as votes cast on the matter and will have no effect on the outcome of the election. We have also adopted a director resignation policy that applies to any incumbent director nominee who does not receive a majority of the votes cast. We do not have cumulative voting rights for the election of directors.
Majority Vote Standard for Election of Directors
Majority Vote Standard for Election of Directors Each director nominee must be elected by a majority of the votes cast in an uncontested election. This means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” the director nominee. If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board until his or her successor has been elected and qualified.
Director Resignation Policy
Director Resignation Policy Pursuant to our Principles of Corporate Governance, if a nominee for director is not elected by a majority of the votes cast in an uncontested election and no successor has been elected at such meeting, the director is required to promptly tender his or her resignation to the Nominating Committee. In that situation, the Nominating Committee would make a recommendation to the Board about whether to accept or reject the resignation offer, or whether to take other action. Within ninety (90) days following certification of the election results, the Board would act on the Nominating Committee’s recommendation. If the Board determines that there is a compelling reason for such incumbent director to remain on the Board and does not accept the resignation, the director will continue to serve until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill any resulting vacancy or reduce the size of the Board. The director who tenders his or her resignation will not participate in either the Nominating Committee’s or the Board’s decision.
2024 Director Nominees
2024 Director Nominees Upon recommendation by our Nominating Committee, the Board has nominated Jacqueline J. Hayes and Julie G. Ruehl for election as directors each to serve for a term of three years (through the 2027 annual meeting of stockholders) and until their successors have been duly elected and qualified, or until their office is otherwise vacated. Both Ms. Hayes and Ms. Ruehl have served on our Board since prior to our initial public offering (“IPO”) in 2021.
Class III Director Nominees
Class III Director Nominees In making these nominations, the Board reviewed the backgrounds, qualifications, attributes, experiences and contributions to the Board of the director nominees. Biographical and other information regarding our director nominees, including the skills and experience considered by our Nominating Committee in determining to recommend them as nominees, is set forth below. See also “Director Independence and Independence Determinations” above for more information.
Class III Director Nominees
| Jacqueline J. Hayes | | | Age: 56 Director Since 2021 Independent Director | Ms. Hayes has served as a member of the Zevia board of directors since March 2021. Ms. Hayes became the Executive Vice President and General Counsel of Studios & Networks for Warner Bros. Discovery, Inc. (“WBD”) resulting from the completed merger of AT&T Inc.’s WarnerMedia unit and Discovery Inc. in April 2022. At WBD, a premier standalone media and entertainment company, Ms. Hayes leads the legal teams of Studios & Networks which supports all U.S. film, television and streaming content production as well as WBD Games, Content Acquisitions, Consumer Products and Global Brands & Experiences. Ms. Hayes previously served as Executive Vice President and General Counsel of business units under Warner Media, LLC, a media and entertainment company, from August 2019 to April 2022. At Warner Media, Ms. Hayes served as chief counsel to three business units including Direct-to-Consumer, Sales and Distribution, and Technology and Operations. Prior to Warner Media, Ms. Hayes served as Senior Vice President and General Counsel of Warner Bros. Home Entertainment Inc., a home video distribution division of Warner Bros. Entertainment, from January 1998 to August 2019. Ms. Hayes served as an associate at three law firms, including Troop Meisinger Steuber and Pasich from January 1996 to January 1998, Goulston and Storrs, P.C. from July 1994 to December 1995, and Moses and Singer from September 1992 to June 1994. Ms. Hayes earned her B.A. from Harvard College and her J.D. from Harvard Law School. Ms. Hayes is qualified to serve on our Board as a result of her broad legal and corporate risk management experience in a consumer-facing business across a variety of business areas, including litigation, regulatory and government relations, mergers and acquisitions, risk management, cyber and IT risk, and legal and corporate governance. | | Committees: Nominating and Enterprise Risk Management (Chair) Environmental, Social and Governance (member) | |
Class III Director Nominees
| Julie G. Ruehl | | | Age: 58 Director Since 2021 Independent Director Financial Expert | Ms. Ruehl has served as a member of the Zevia board of directors since March 2021. From August 2017 until its acquisition by Carlyle Aviation Partners in August 2021, Ms. Ruehl served as the Chief Financial Officer of Fly Leasing Limited, a global commercial aircraft leasing company. Prior to Fly Leasing, from November 2011 to December 2015, Ms. Ruehl served as the Vice President and Chief Accounting Officer for Big Heart Pet Brands and for its predecessor, Del Monte Corporation, then one of the country’s largest producers, distributors and marketers of premium quality, branded pet products and food products for the U.S. retail market. From May 2005 to October 2011, Ms. Ruehl served in senior financial positions with Del Monte Corporation and its parent, Del Monte Foods Company. From 2002 to 2005, Ms. Ruehl served in senior financial positions with Sanmina Corporation, a global provider of electronics manufacturing services, prior to which she served as an Audit Partner at Arthur Andersen LLP. In December 2023, Ms. Ruehl joined the board of directors of Semtech Corporation, a high-performance semiconductor, IoT systems and cloud connectivity service provider, and was appointed to its audit committee. From November 2021 to January 2024, Ms. Ruehl served on the board of Wizeline, Inc., a global technology services company, where she also served as chair of the audit committee and served as a member of the compensation committee. From March 2022 to November 2023, Ms. Ruehl served on the board of Wine.com, the nation’s leading online wine retailer, and also served as chair of its audit committee. Ms. Ruehl earned her B.S. in Accounting from Louisiana State University. Ms. Ruehl is qualified to serve on our Board as a result of her corporate governance, strategy development, mergers and acquisitions, financial expertise, public accounting and financial reporting experience, including having served as Chief Financial Officer of Fly Leasing, and extensive experience in the consumer-packaged goods industry. | | Committees: Audit (Chair) Compensation (member) | |
Class I Directors Continuing in Office
Class I Directors Continuing in Office
Class I Directors Continuing in Office
| Andrew "Andy" Ruben | | | Age: 51 Director Since 2020 Lead Independent Director | Mr. Ruben has served as a member of the Zevia board of directors since December 2020. As of January 2024, Mr. Ruben serves as Chair of the Board of Directors of Trove Recommerce, Inc. (“Trove”), a company he founded in March 2012 and provides technology, logistics and expertise for apparel resale. Previously, from 2012 to April 2022, Mr. Ruben served as a director and Chief Executive Officer of Trove, and from May 2022 to December 2023, he served as its Executive Chair. Prior to Trove, from March 2002 to February 2012, Mr. Ruben served in various roles at Walmart Inc., a multinational retail corporation, including as Vice President of Corporate Strategy, Chief Sustainability Officer, Vice President of Private Brand Strategy and Operations, and Vice President of Omni-Channel. During his time at Walmart, he led a number of transformational efforts, including overseeing global corporate strategy, launching Walmart’s sustainability efforts and leading omnichannel and e-commerce efforts. He is a TED speaker and has been recognized professionally as the Sam M. Walton Entrepreneur of the Year, a Retailing Rising Star by Chain Store Age and a 40 Under 40 Business Leader. Mr. Ruben currently serves on the Competitive Council at Cerberus Capital Management. Mr. Ruben earned his B.S. in Engineering and his M.B.A. from Washington University in St. Louis. Mr. Ruben is qualified to serve on our Board as a result of his extensive experience in the retail and consumer-packaged goods and beverage industries as well as his leadership in corporate sustainability and ESG initiatives, including his prior experience as Chief Executive Officer of Trove. | | Committees: Environmental, Social and Governance (Chair) Nominating and Enterprise Risk Management (member) Term Expiration: 2025 | |
Class I Directors Continuing in Office
| Padraic "Paddy" L. Spence | | | Age: 56 Director Since 2021 Non-executive Chair of the Board | Mr. Spence has served as Chair of the Zevia board of directors since March 2021. Mr. Spence previously served as Zevia’s Chief Executive Officer from March 2021 through July 2022. Prior to this role, he served as the Chief Executive Officer and a member of the board of directors of Zevia LLC, a subsidiary of Zevia PBC, since September 2010, when he acquired the company. Mr. Spence is a twenty-seven-year veteran of the natural and organic products industry. From 2005 to 2009, he served as President of Levlad, a personal care manufacturer known for its natural brand Nature’s Gate. Prior to Levlad, Mr. Spence founded SPINS, LLC, a market research firm for the natural products industry, and served as its Chief Executive Officer from 1995 to 2003, then its Chairman until 2004 when it was sold to private investors. As the CEO of SPINS, he tracked the sales of more than 300,000 natural and organic products. From 1992 to 1995, Mr. Spence served as Vice President of Sales and Marketing for the Kashi Company, a manufacturer of natural cereals. He has also held positions at Harvard Business School’s Division of Research, the Center for Leadership and Career Studies at Emory University, and within the United Parcel Service’s International Marketing department. He previously served as lead independent director for Physicians Formula Inc., a cosmetics company. Mr. Spence earned his A.B. from Harvard College and his M.B.A. from Harvard Business School. Mr. Spence is qualified to serve on our Board as a result of his unique knowledge of our business, his prior experience as a director in a range of public and private companies and his deep experience in the natural and organic products industry. | | Committees: None Term Expiration: 2025 | |
Class I Directors Continuing in Office
| Amy Taylor | | | Age: 52 Director Since 2021 President, Chief Executive Officer, and Director | Ms. Taylor has served as Zevia’s Chief Executive Officer since August 2022, President since June 2021, and as a member of the Zevia board of directors since March 2021. From February 2000 to July 2020, Ms. Taylor served in various roles at Red Bull North America, a beverage company, including as President and Chief Marketing Officer from 2018 to 2020, Executive Vice President and General Manager for the East Business Unit from 2012 to 2018, and Vice President of Marketing from 2007 to 2012. During her time at Red Bull North America, she led the brand’s overall strategic marketing and positioning in the United States and drove sales and marketing collaborations across twelve regions to deliver record-level growth and market share. Prior to joining Red Bull, Ms. Taylor worked in sports marketing. Ms. Taylor earned her B.A. from James Madison University and has completed the Executive Development Program at the Wharton School of the University of Pennsylvania. Ms. Taylor is qualified to serve on our Board as a result of her deep experience in the consumer-packaged goods and beverage industries, as well as her experience advising on consumer marketing and ESG matters. | | Committees: None Term Expiration: 2025 | |
Class II Directors Continuing in Office
Class II Directors Continuing in Office
Class II Directors Continuing in Office
| David J. Lee | | | Age: 52 Director Since 2022 Independent Director | Mr. Lee has served as a member of the Zevia board of directors since July 2022, and has over two decades of experience across retail and consumer industries driving business transformation, supply chain optimization, operations and finance. In November 2023, Mr. Lee was appointed as the Chief Operating Officer and Chief Financial Officer of Webtoon, a subsidiary of Naver Corporation, a technology company. He previously served as President of AppHarvest, a leading AgTech and sustainable food company building some of the country’s largest indoor farms leveraging cutting-edge technology, from January 2021 through November 2022, and thereafter served on its board through November 2023. Prior to AppHarvest, Mr. Lee served as the Chief Operating Officer and Chief Financial Officer of Impossible Foods, from December 2015 to January 2021, where he led the business functions to transform it from a pre-revenue to hyper-growth company with global sales and a comprehensive commercial manufacturing and supply chain capability. Prior to Impossible Foods, Mr. Lee was the Chief Financial Officer of Zynga from April 2014 to December 2015 and was responsible for leading the finance and corporate development teams. Mr. Lee previously served as the Senior Vice President of Corporate Finance and Strategy at Best Buy from 2012 to 2014, where he led corporate finance during its turnaround, and as Senior Vice President of Consumer Products along with other various roles at Del Monte Foods from 2004 to 2012, where he ran the global food business from 2008 to 2010. Mr. Lee also spent time helping to turn around PG&E during the California Energy Crisis as Director of Strategic Planning serving as strategy consultant at McKinsey, in venture capital investing at EPVC, and in advertising at the Leo Burnett Company. Mr. Lee is the founder and chair of Inevitable Tech, a private company pioneering technology and plant science to serve the agriculture and food industries. Mr. Lee also currently serves on the board of directors of Benson Hill (NYSE: BHIL), a publicly traded food technology company, and is a Fellow at the Council of Korean Americans and a Fellow of the Network of Korean American Leaders. He earned his M.B.A. from the University of Chicago and a B.A. from Harvard College. Mr. Lee is qualified to serve on our Board as a result of his extensive experience in the consumer-packaged goods industry, operations and supply chain management, business transformation, financial expertise, including serving as chief financial officer for several public companies, strategy development, ESG matters, and governance experience, as well as his leadership on public boards. | | Committees: Audit (member) Compensation (member) Term Expiration: 2026 | |
Class II Directors Continuing in Office
| Rosemary L. Ripley | | | Age: 69 Director Since 2012 Independent Director | Ms. Ripley has served as a member of the Zevia board of directors since February 2012. Ms. Ripley is a seasoned financial executive with experience in the consumer and technology industries. Ms. Ripley joined NGEN Partners, a growth equity investment firm, in November 2006, and currently serves as Managing Director. Ms. Ripley has served and continues to serve on numerous private company boards representing NGEN Partners. From 1990 to 2005, Ms. Ripley was an executive at the Altria Group where she led Corporate Business Development worldwide with a focus on accelerating growth at Kraft Foods and Miller Brewing Company. Prior to joining the Altria Group, she was a senior investment banker with L.F. Rothschild Unterberg Towbin, a leading banker to innovative technology companies. She also co-founded Circle Financial Group, a peer-to-peer network for high net worth women. Ms. Ripley currently serves on the Supervisory Board of Heineken, NV (OTCMKTS: HEINY), a brewing company. She also chairs the board of the Ripley Waterfowl Conservancy, a non-profit for rare and endangered birds. Ms. Ripley earned her B.A. cum laude and M.B.A. from Yale University. Ms. Ripley is qualified to serve on our Board as a result of her extensive growth equity investment experience, financial literacy, ESG matters, experience in the food and beverage and consumer-packaged goods industries, and board and governance experience in the beverage space. | | Committees: Audit (member) Environmental, Social and Governance (member) Term Expiration: 2026 | |
Class II Directors Continuing in Office
| Justin Shaw | | | Age: 54 Director Since 2020 Independent Director | Mr. Shaw has served as a member of the Zevia board of directors since December 2020. Mr. Shaw has been designated as a director by Caisse de dépôt et placement du Québec (“CDPQ”), an institutional investor based in Quebec, Canada, and, since October 2019, has served as CDPQ’s Operating Partner, Private Equity, Americas. Prior to CDPQ, he served as a Senior Operating Executive at Cerberus Capital Management for 18 years, where he worked with portfolio companies in various sectors, including aerospace, healthcare, energy, financial services and cybersecurity. Prior to joining Cerberus Capital Management, Mr. Shaw served in senior management roles including as Vice President, Strategy and Supply Chain at the Keane Group, interim Chief Financial Officer at Root9B, Director of Strategy and Development, then Vice President and General Manager at Rosenbluth Interactive. He has also held various leadership positions at IMS Health, Dun and Bradstreet and AlliedSignal. He began his career as a management consultant at Boston Consulting Group. Mr. Shaw currently serves on the boards of directors of Clarios, a business services and industrials company, Save A Lot, a grocery wholesaler and retailer, Shaw Media, a media company, and ICR, LLC, a strategic communications and advisory services company. He previously served on the boards of Navistar Defense, LLC, a military vehicle company, and Root9B LLC, a cybersecurity company. Mr. Shaw earned his B.S. from Harvard University and his M.B.A. from Harvard Business School. Mr. Shaw is qualified to serve on our Board as a result of his experience as an investor in a range of consumer-facing businesses, including previously serving as Chairman of Save A Lot, and his extensive experience in board and governance, operations and supply chain management, risk management, technology, IT and cybersecurity, strategy development and mergers and acquisitions. | | Committees: Compensation (member) Nominating and Enterprise Risk Management (member) Term Expiration: 2026 | |
See “2024 Director Nominees” for biographies of Class III Directors
See “2024 Director Nominees” for biographies of Class III Directors
Director Compensation
Director Compensation Pursuant to its charter, the Compensation Committee is responsible for periodically reviewing the form and amount of compensation provided to our non-employee directors for their service on the Board and its committees and recommend changes in such compensation to the Board as appropriate. The Compensation Committee, together with its independent compensation consultant, Pearl Meyer, regularly reviews our non-employee directors’ compensation program to ensure that it is appropriate in light of market circumstances and prevailing “best practices’ for corporate governance and to determine its competitiveness against the compensation of the boards of directors of our peer group. In connection with the departure of Mr. O’Brien in September 2023, the Nominating Committee recommended to the Board certain changes in Board leadership structure and board committee membership which changes were subsequently approved by the Board and, among others, resulted in, Mr. Ruben, being appointed as Lead Independent Director of the Board. In December 2023, the Compensation Committee, together with Pearl Meyer, reviewed the current director compensation and recommended changes to the Director Compensation Policy (the “Policy”). The Board amended the Policy pursuant to which members of the Board who are not employees or officers of the Company, CDPQ, or Laird Norton or their respective affiliates, effective as of January 1, 2024, receive the following compensation:
Director Compensation
| Annual Board retainer | | $60,000 | | Additional annual retainer for non-executive chair of the Board and Lead Independent Director | | $20,000 | | Annual grant of restricted stock units (“RSUs”)(1) | | $100,000(2) | | Additional annual retainers for committee service | Chair | Member | | Audit Committee | $20,000 | $10,000 | | Compensation Committee | $15,000 | $7,500 | | Nominating Committee | $10,000 | $5,000 | | ESG Committee | $10,000 | $5,000 |
Director Compensation
| (1) Annual equity grant of RSUs under the Company's 2021 Equity Incentive Plan (the “2021 Plan”). | | (2) An approximate value, subject to vesting on the earlier of the first anniversary of the date of grant or the Company’s next annual meeting of stockholders. |
Director Compensation
Under the Policy, cash or equity retainers and fees due for any partial fiscal year of service are calculated and payable on a pro-rated basis. Additionally, directors are reimbursed for reasonable travel and miscellaneous expenses incurred in attending meetings and activities of our Board and its committees. Following our 2023 annual meeting of stockholders, in connection with the terms of the Policy, each eligible member of the Board received a grant of 18,359 RSUs which vest on the earlier of June 15, 2024, or our 2024 annual meeting of stockholders.
Fiscal Year 2023 Director Compensation Table
Fiscal Year 2023 Director Compensation Table The table below sets forth the compensation earned or paid to our directors during the fiscal year ended December 31, 2023 (the “2023 Fiscal Year”). During the 2023 Fiscal Year, Ms. Taylor did not receive any additional compensation for service on our Board. Ms. Taylor’s compensation for the 2023 Fiscal Year is set forth in the Summary Compensation Table in the “Executive Compensation” section below.
Fiscal Year 2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Jacqueline J. Hayes | $55,000 | $85,002 | $140,002 | | David J. Lee | $52,116 | $85,002 | $137,118 | | Philip H. O’Brien(2) | $— | $— | $— | | Rosemary L. Ripley | $55,000 | $85,002 | $140,002 | | Andrew “Andy” Ruben | $55,000 | $85,002 | $140,002 | | Julie G. Ruehl | $67,500 | $85,002 | $152,502 | | Justin Shaw | $— | $— | $— | | Padraic “Paddy” L. Spence | $40,000 | $85,002 | $125,002 |
Fiscal Year 2023 Director Compensation Table
| (1) Amounts in this column represent the grant date fair value of restricted stock units (“RSUs”) granted to the applicable director in 2023, calculated in accordance with FASB Accounting Standards, Codification Topic 718 (“FASB ASC 718”) based on the $4.63 closing price of our Class A common stock on June 15, 2023, the date of grant. For more information regarding the assumptions regarding these calculations, see Note 12 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The following RSUs were outstanding as of December 31, 2023: Ms. Hayes, 31,692; Mr. Lee, 18,359; Ms. Ripley, 18,359; Mr. Ruben, 18,359 RSUs; Ms. Ruehl, 31,692 RSUs; Mr. Spence, 924,096; and all other non-employee directors, 0 RSUs. The portion of these RSUs that is in excess of the 2022 Fiscal Year grants vested on the expiration of the lockup period following our IPO in January 2022 and are subject to deferred settlement in one-third increments on each of the first three anniversaries of the vesting date or, if earlier, the director's separation from service or a change of control. | | (2) Mr. O’Brien resigned from the Board effective on September 19, 2023. |
2023 Summary Compensation Table
2023 Summary Compensation Table The table below sets forth the annual compensation earned by or granted to the NEOs during the fiscal years ended December 31, 2023 (the “2023 Fiscal Year”) and December 31, 2022.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) | Total ($) | | Amy E. Taylor | 2023 | $615,833 | $ — | $658,269 | $665,854 | $ — | $24,131 | $1,964,087 | | President and CEO(5) | 2022 | $485,222 | $200,000 | $319,601 | $1,160,930 | $48,522 | $96,400 | $2,310,675 | | Greig P. DeBow, Jr. | 2023 | $393,798 | $150,000 | $219,423 | $221,951 | $ — | $21,317 | $1,006,489 | | Executive Vice President and Chief Commercial Officer | | | | | | | | | | Lorna R. Simms | 2023 | $319,167 | $ — | $131,655 | $133,171 | $ — | $11,083 | $595,076 | | Senior Vice President, General Counsel and Corporate Secretary(6) | | | | | | | | | | Quincy B. Troupe | 2023 | $236,652 | $ — | $296,037 | $221,951 | $ — | $191,328 | $945,968 | | Former Chief Operating Officer | 2022 | $208,542 | $100,000 | $348,101 | $325,000 | $85,000 | $26,867 | $1,093,510 | | Denise D. Beckles | 2023 | $285,526 | $ — | $292,563 | $295,936 | $ — | $33,137 | $907,162 | | Former Chief Financial Officer | 2022 | $259,091 | $307,245 | $425,000 | $425,000 | $102,755 | $ — | $1,519,091 |
2023 Summary Compensation Table
| (1) Amounts in this column for the 2023 Fiscal Year reflect the second installment of the sign-on bonus granted to Mr. DeBow, as described in more detail under “Narrative Disclosure to Summary Compensation Table—Employment Letters” below. | | (2) Amounts in this column represent (i) the grant date fair value of RSUs granted to the NEO in the applicable year under the Zevia PBC 2021 Equity Incentive Plan (the “2021 Plan”), calculated in accordance with FASB ASC 718 based on the closing price of our Class A common stock on March 17, 2023, the date of grant, of $3.00 and (ii) for Mr. Troupe, $76,614, representing the incremental fair value of RSU award modifications resulting from the acceleration of 18,285 RSUs in connection with his termination, calculated as of July 21, 2023, the applicable modification date, in accordance with FASB ASC 718. For more information regarding the assumptions used in these calculations, see Note 12 of the notes to our consolidated financial statements included in our Annual Report |
2023 Summary Compensation Table
| on Form 10-K for the fiscal year ended December 31, 2023. For more information regarding the RSUs granted during the 2023 Fiscal Year see “Narrative Disclosure to Summary Compensation Table—Long-Term Incentive Compensation” below. | | (3) Amounts in this column represent the grant date fair value of stock options granted to the NEOs in the applicable year under the 2021 Plan, calculated in accordance with FASB ASC 718. For more information regarding the assumptions used in these calculations, see Note 12 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. For more information regarding the stock options granted during the 2023 Fiscal Year see “Narrative Disclosure to Summary Compensation Table—Long-Term Incentive Compensation” below. | | (4) Amounts in this column include (i) Zevia’s contributions on behalf of the applicable NEO under its 401(k) plan, (ii) benefits and severance payments to Mr. Troupe under his separation agreement, as described in more detail under “Additional Narrative Disclosure—Troupe Separation Agreement” below, and (iii) payment of accrued but unused vacation as required by law in connection with the NEO’s termination of employment, as set forth below: |
2023 Summary Compensation Table
| Name | Zevia 401(k) Contributions ($) | Separation Agreement Benefits and Payments ($) | Vacation Payout ($) | | Amy E. Taylor | $24,131 | $ — | $ — | | Greig P. DeBow, Jr. | $21,317 | $ — | $ — | | Lorna R. Simms | $11,083 | $ — | $ — | | Quincy B. Troupe | $10,430 | $163,750 | $17,148 | | Denise D. Beckles | $ — | $ — | $33,137 |
2023 Summary Compensation Table
| (5) The Board appointed Ms. Taylor to serve as the Company’s CEO effective August 1, 2022. | | (6) Ms. Simms was not an NEO in 2022. |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The table below reflects information regarding outstanding stock options and RSUs held by the NEOs as of December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal Year-End
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Amy E. Taylor | | | | | | | | | Option | 7/21/2021 | 31,250 | 18,750(4) | $14.00 | 7/21/2031 | | | | Option | 3/17/2022 | 31,887 | 95,662 | $4.12 | 3/17/2032 | | | | Option | 8/1/2022 | 57,968 | 173,905 | $3.55 | 8/1/2032 | | | | Option | 8/1/2022 | 57,968 | 173,904 | $7.50 | 8/1/2032 | | | | Option | 3/17/2023 | ― | 365,854 | $3.00 | 3/17/2033 | | | | RSUs | 3/17/2022 | | | | | 58,180 | $116,942 | | RSUs | 3/17/2023 | | | | | 219,423 | $441,040 | | Greig P. DeBow, Jr. | | | | | | | | | Options | 8/10/2022 | 24,701 | 74,103 | $3.39 | 8/1/2032 | | | | Options | 3/17/2023 | ― | 121,951 | $3.00 | 3/17/2033 | | | | RSUs | 8/10/2022 | | | | | 44,248 | $88,938 | | RSUs | 3/17/2023 | | | | | 73,141 | $147,013 | | Lorna R. Simms | | | | | | | | | Options | 7/21/2021 | 3,875 | 2,125(5) | $14.00 | 7/21/2031 | | | | Options | 3/17/2022 | 7,456 | 22,370 | $4.12 | 3/17/2032 | | | | Options | 3/17/2023 | ― | 73,171 | $3.00 | 3/17/2033 | | | | RSUs | 3/17/2022 | | | | | 13,605 | $27,346 | | RSUs | 3/17/2023 | | | | | 43,885 | $88,209 | | Quincy B. Troupe(6) | | | | | | | | | Denise D. Beckles(6) | | | | | | | |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) Except as otherwise specified, the stock options reflected in this column vest ratably on each of the first four anniversaries of the applicable grant date, subject to the NEO’s continued service. | | (2) The RSUs reflected in this column vest ratably on each of the first four anniversaries of the applicable grant date, subject to the NEO’s continued service. | | (3) The amounts in this column are based on the closing price of our Class A common stock of $2.01 per share on December 29, 2023, the last trading day of the 2023 Fiscal Year. | | (4) These stock options vest ratably on a monthly basis through June 28, 2025, subject to the NEO’s continued service. | | (5) These stock options vest ratably on a monthly basis through May 10, 2025, subject to the NEO’s continued service. | | (6) As of December 31, 2023, neither of Mr. Troupe or Ms. Beckles held stock options or unvested RSU awards. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Severance Agreements. In connection with Ms. Taylor’s promotion in 2022, we entered into an amended and restated severance agreement to provide certain protections in the event of qualifying terminations of employment. Upon Ms. Taylor’s termination of employment without cause or resignation for good reason, she will be eligible to receive the following severance benefits, subject to the execution of a release of claims in favor of the Company: (i) the sum of her base salary and target annual bonus, payable in installments over 12 months (or, if the qualifying termination had occurred prior to December 31, 2023, 150% of Ms. Taylor’s base salary plus her target annual bonus, payable in installments over 18 months); (ii) partially subsidized COBRA premiums for the 12-month period following termination; (iii) a pro-rata annual bonus for the year in which such termination occurs payable at the time bonuses are paid to other executives; and (iv) any earned but unpaid annual bonus for the year prior to the year of termination payable at the time bonuses are paid to other executives. However, if the qualifying termination occurs within 18 months following a change in control of the Company, in lieu of clause (i) above, Ms. Taylor would receive a lump sum severance payment equal to (a) 200% of her base salary plus (b) her target annual bonus. Mr. DeBow and Ms. Simms are party to severance agreements that provide certain protections in the event of a qualifying termination of employment. Upon the NEO’s termination of employment without cause or resignation for good reason, the NEO will be eligible to receive the following severance benefits, subject to the execution of a release of claims in favor of the Company: (i) the sum of the NEO’s base salary and target annual bonus, payable in installments over 12 months (or, if such termination occurs within 18 months following a change in control of the Company, payable in a lump sum); (ii) partially subsidized COBRA premiums for the 12-month period following termination; (iii) any earned but unpaid annual bonus for the year prior to the year of termination payable at the time bonuses are paid to other executives; and, for Ms. Simms, (iv) a pro-rata annual bonus for the year in which such termination occurs payable at the time bonuses are paid to other executives. The severance agreements subject receipt of the severance benefits by the NEOs to continued compliance with non-competition, non-solicitation, confidentiality, and other standard restrictive covenants. Prior to their terminations, Mr. Troupe and Ms. Beckles were also party to severance agreements with the Company. Mr. Troupe’s separation agreement, described below, superseded the terms of his severance agreement, and Ms. Beckles’ severance agreement terminated without any payout in connection with her resignation. Troupe Separation Agreement. In connection with the termination of his employment, we entered into a separation agreement and general release of claims with Mr. Troupe on July 21, 2023, which provided for his termination of employment effective August 4, 2023. Under the terms of such agreement, Mr. Troupe was entitled to receive: (i) severance payments equal to $196,500, payable in installments over six months; (ii) partially subsidized COBRA premiums for the six-month period following termination; and (iii) accelerated vesting of 18,285 unvested RSUs that were granted on March 17, 2023. Notwithstanding the terms of his severance agreement that was in effect prior to his separation, Mr. Troupe and the Company agreed to limit his severance pay to an amount equal to six months of his then-current base salary and provide for the acceleration of 18,285 RSUs in lieu of receiving an additional six additional months of severance pay.